Acting under the EU Merger Regulation, the European Commission has
given FIMAG Finanz Industrie Management AG (“FIMAG”), the Austrian
holding company of the Strabag Group, the go-ahead to acquire control of the
German construction company Ed. Züblin AG (“Züblin”). The
Commission concluded that the planned operation will not significantly impede
effective competition in the European Economic Area (EEA) or any substantial
part of it, as the parties' combined market shares on the relevant markets in
Germany will be limited and there will be only a slight increase of market share
on the relevant markets in Austria. At the same time, the Commission has
referred the assessment of the impact of the operation on the regional asphalt
markets in Berlin, Chemnitz, Leipzig/Halle, Rostock and Munich to
Germany’s Federal Cartel Office.

The Strabag Group (“Strabag”) is an Austrian-based construction
group which operates in all areas of the industry, especially in building
construction and civil engineering. Furthermore, it produces and distributes
building materials. Züblin is a German construction company and also
operates in building construction and civil engineering as well as in
construction related services. Through its subsidiary ROBA Baustoff GmbH
(“Roba”), it is also active in the production and distribution of
building materials.

By acquiring the share package of the insolvent Walter Bau, Strabag’s
Austrian holding company FIMAG will gain control of Züblin.

Although Strabag and Züblin are among the largest construction companies
in Germany, the planned operation does not raise any competition concerns. The
parties' combined shares of the construction and civil engineering markets will
remain well under 15% even if these markets were further divided. While Strabag
is the largest construction company in Austria, the parties’ shares in the
Austrian market do not reach a level giving raise to competition concerns.
Furthermore, Züblin only has small-scale operations in Austria, so that by
taking them over, Strabag will increase its market share only slightly in most
market segments.

Referral request

On 20 September 2005, Germany’s Federal Cartel Office pointed out that
the planned merger would affect competition on the regional markets for asphalt
in Berlin, Chemnitz, Leipzig/Halle, Rostock and Munich, each of which present
all the characteristics of a distinct market and do not constitute a substantial
part of the EU’s Single Market.

The Bundeskartellamt considers that, because of the structural relationship
between Strabag and the Wehrhahn group as joint shareholders of Deutag,
Strabag’s takeover of Roba, one of the last remaining independent
competitors for producing asphalt mix, would further restrict competition on the
relevant regional markets. The Federal Cartel Office has therefore applied for a
referral of the case inasmuch as these markets are affected. As the conditions
are met, the Commission has agreed to the referral request and the Federal
Cartel Office will now examine whether the merger complies with national
competition law.